By-Laws of The Friends of Dicken Woods

Established November 2003
A section 501 (c) (3) nonprofit organization

1. Purpose
The Friends of Dicken Woods (hereafter "organization") was formed to preserve, protect and improve the natural features of Dicken Woods, the ten acre parcel southeast of the corner of Pauline Boulevard and South Maple, 1381 South Maple, Ann Arbor, MI 48103. The organization will receive and administer funds to accomplish its goals of preservation, protection and improvement and towards the purchase of the property for the perpetual preservation of its natural features.

2. Officers
The Friends of Dicken Woods will be governed by a committee called the Steering Committee which will include the offices of President, Vice-President (when filled), Treasurer, Secretary and Committee Member. The Steering Committee will conduct the business of the organization in accordance to the descriptions of each office.

3. President
The President will be the chairperson of all general and Steering Committee meetings. The President will be the official spokesperson of the organization. The President will monitor and supervise the performance of the organization's other officers. The organization will require two signatures on checks from its banking account, with the President being authorized as one of the officers who can provide the second signature.

4. Vice-President
The organization may have at least one Vice-President. The duties of the Vice-President(s) include assisting the President in the conduct of the organization's business and acting in behalf of the President when such duties are delegated by the President or necessitated by the President's absence. The organization will require two signatures on checks from its banking account, with the Vice-President(s) being authorized officers who can provide the second signature.

5. Treasurer
The Treasurer will maintain the financial records of the organization. The Treasurer will receive and disburse funds according to the decisions of the Steering Committee. The Treasurer will report financial activity to the Steering Committee on a periodic basis and make the records of the organization available to the Steering Committee upon request. The Treasurer will account for all expenditures and receipt of funds at general membership meetings of the organization. The organization will require two signatures on checks from its banking account, with the Treasurer's signature being required as one of the two signatures on every check.

6. Secretary
The Secretary will maintain records of the organizations activities and correspondence. The Secretary will record minutes for membership and Steering Committee meetings. The Secretary will assist the officers in preparation of correspondence from the organization.

7. Steering Committee Members
The Steering Committee will consist of the named officers of the organization and additional members of the organization who are appointed by the President of the organization, subject to ratification by a majority vote of the general membership in attendance at a general membership meeting.

Steering Committee members, including the named officers, will conduct the business of the organization. The Steering Committee will conduct business and make routine decision by majority vote of committee members in attendance. The business of the Steering Committee will include the authorization of expenditures for routine and necessary expenses incurred in furtherance of the organization's purpose.

Steering Committee members may be removed by the President, subject to ratification by a majority vote of the general membership in attendance at a general membership meeting.

8. Additional Offices
The Steering Committee may create additional offices as it finds necessary. Newly created offices will be filled by appointment by the president with ratification by the Steering Committee.

9. Elections and Term of Office

Officers shall be selected by election from the membership of the organization. Elected positions will be for a one year term with the effective dates being determined at the time of the election. Officers will remain in office until they resign or are replaced in a subsequent election. Elections will normally be held at the first meeting in the fall, but can be rescheduled if needed, based on majority approval of the members of the Steering Committee. The date of elections should be announced at least 2 weeks before the elections are held, whenever possible.

All members of the organization will be eligible for elected office. A member may be nominated for only one office per election. Nomination for office will be open for a period of at least 2 weeks preceding the election, when possible. Nominations can be made by email or other electronic means, by phone, or at the election meeting itself. A nominated member may have his or her name withdrawn by request of that member. A member may be nominated only with the permission of that member.

The election will be held by paper ballot, unless nominees are unopposed. An election will be decided by a majority vote of the members in attendance. An election that does not result in a majority vote for an office, will be decided by run off election between the two candidates who received the most votes. (amended May 2005)

10. Vacancies

An office which becomes vacant during a term of office should be filled for the remainder of the officer's term by appointment of the President, provided the appointment is ratified by a majority of the Steering Committee.

Should the office of President become vacant during a term of office, a Vice President (when the office is filled) will take the office of the President. In the event the organization has more than one Vice President at the time the office of President becomes vacant, the Steering Committee will meet and determine which Vice President will succeed the President. The office of Vice President which is vacated by succession to the presidency, may be filled by appointment of the new President, if ratified by the Steering Committee. When the office of Vice President is empty, the Steering Committee should nominate and vote on an interim President.

11. Meetings
The organization will have at least one membership meeting each year. Additionally, the Steering Committee may meet as it deems necessary to conduct the business of the organization.

A. Membership Meetings
The time date and location of the next membership meeting will be announced at the conclusion of each meeting, when possible. Additionally, meetings will be announced by email or telephone and posted on the organization's web site with as much prior notice as is practical.

All meetings will be conducted informally. The President will conduct the meeting according to an agenda generally distributed prior to the meeting, when possible. Members may participate in the discussion of agenda matters and every agenda will provide a time for additional comments by members regarding matters not on the agenda. Should a dispute arise concerning the manner in which to conduct the business of the meeting, such disputes will be resolved under Robert's Rules of Order.

B. Steering Committee Meetings
A meeting of the Steering Committee may be commenced by request of the President or at the request of any four Steering Committee members. Notice of Steering Committee meetings will be made by email or telephone with as much prior notice as is practical. A quorum for conducting Steering Committee business is five Committee members.

The Steering Committee may also conduct discussions and business by email where the entire Steering Committee is contacted and has a reasonable opportunity to express an opinion before a matter is acted upon or decided. Whenever possible, Steering Committee action by email should be conducted informally through open discussion and conciliation.

Where a matter must be voted upon, an email vote of the Steering Committee may be initiated either by request of the President or upon a motion that has been seconded. The vote will be taken over a period of three days to allow the fullest participation of the members of the Steering Committee. For purposes of an email vote, the decision will be considered final when all members have voted whether or not the voting period has elapsed, when a majority of the full Committee has voted for one of the available options whether or not the voting period has elapsed, or when a quorum has voted and the voting period has elapsed. A quorum for purposes of an email vote is five Steering Committee members.

12. By-Law Amendments
The By-Laws may be amended by majority vote of members in attendance at a regular meeting, provided that notice of the proposed amendment has been circulated to the members at least one week prior to the meeting, when possible. Amendments may be proposed by the Steering Committee or by petition of no less than 20 members.

By-Law amendments must be consistent with the purpose of the organization or must pertain to concluding the organization's business.

The dissolution of the organization and final disbursement of the organization's remaining funds will be accomplished in accordance with the organization's articles of incorporation.

13. Adopted
These By Laws were adopted at the organization's general membership meeting on August 4, 2003. Last amended on November 12, 2014.

14. Membership
Any individual who shares the goals of the organization may become a member of the organization by requesting that the organization add them to the membership list, which also serves as the organization's mailing list. Every person who appears on the mailing list as of the date of approval of this amendment will be considered a member.

Membership in the organization is voluntary. A member may resign at any time. The organization may expel a member by majority vote at a general membership meeting where notice of the expulsion vote has been announced by email and on the web site at least ten days prior to the meeting.

The organization will not require membership dues.